code of conduct for directors, governors and committee members · 2017. 1. 10. · directors who...

CODE OF CONDUCT

FOR

DIRECTORS, GOVERNORS

AND COMMITTEE MEMBERS

Approved: 19 May 2015

2 Approved 19 May 2015

CONTENTS

Page

Code of Conduct for Directors, Governors and Committee Members

1. Introduction 3 2. Interpretation 3

3. Object, Purposes and Aims 4 4. Duties 4 5. Accountability 5

6. Public Service Values 6 7. Skill, Care and Diligence 6

8. Powers 6 9. Conflicts of Interest and Conflicts of Loyalty 6

10. Trustee Benefit 7

11. Gifts and Hospitality 8 12. Collective Responsibility 8

13. Openness and Confidentiality 8 14. Attendance at Meetings 9 15. Expenses 9

16. Governance Development and Support 10 17. Breaches of the Code of Conduct 10

18. Data Protection 10 19. Monitoring and Review 10

Schedule - List of source documents

11

Appendix 1 - Strategic Vision and Values

12

Appendix 2 - Summary of the main provisions of the Academies Financial Handbook and Financial Agreement

13

Appendix 3 - Nolan Principles

14

Appendix 4 - Six Core Principles of Good Governance

15

Appendix 5 - Summary of powers delegated to LABs

17

Appendix 6 -

Extract from Articles of Association concerning

trustee benefits

18

Appendix 7 - Policy Expenses, Gifts and Hospitality

19

Appendix 8 - Policy Conflicts of Interest

Declarations of Interest Form

23


CODE OF CONDUCT FOR DIRECTORS, GOVERNORS AND COMMITTEE MEMBERS

1. INTRODUCTION

1.1 This Code is intended as a guide, to indicate the standards of conduct and

accountability which are expected of Directors, Governors and Committee

Members, and to highlight their legal and ethical duties. This Code is aimed at

promoting effective, well informed and accountable governance, and is not

intended to be a definitive statement of the law or good practice.

1.2 In addition to this Code, Directors also have responsibilities as charitable

trustees (explained in more detail in the Charity Commission publication – The

Essential Trustee: What You Need To Know). Whilst Governors are not legally

regarded as charity trustees, they are required to exercise their responsibilities

on behalf of the Board in accordance with the Scheme of Delegated Authority

(SoDA) and are expected to comply with this Code of Conduct.

1.3 Directors, Governors and Committee Members are recommended to familiarise

themselves with other source documents listed in the Schedule.

1.4 If a Director, Governor or Committee Member is in doubt about the provisions of

this Code or any of the source documents, the Clerk/Company Secretary should

be consulted and, if necessary, professional advice may be obtained. However,

ultimate responsibility for the appropriateness of conduct as a Director, Governor

or Committee Member and for any act or omission in their capacity as a charity

trustee rests with the individual.

1.5 By accepting appointment to the Board of Directors, LAB or Committee, each

individual agrees to accept the provisions of this Code.

2. INTERPRETATION

In this Code:

2.1 ‘Company’ or ‘Trust’ means Richard Huish Trust;

2.2 ‘Members’ means the subscribers to the Trust’s memorandum of association;

2.3 ‘Directors’ means the company directors or charity trustees of the Richard Huish

Trust;

2.4 ‘Governors’ means the members of each company academy Local Advisory Body;

2.5 ‘Committee Members’ means the individuals appointed to serve on committees

established by the Board of Directors;


2.6 ‘Board’ means the Board of Directors which was established for the purpose of

conducting the business of the Company;

2.7 ‘LAB’ means the Local Advisory Body of a company academy which has

delegated powers to act on behalf of the Board;

2.8 ‘Committee’ means a committee established by the Board of Directors;

2.9 ‘Company Secretary’ means the company secretary of the Richard Huish Trust

who fulfils the functions of Clerk to the Board and Committees;

2.10 ‘Clerk’ means the Clerk to the LAB.

3. OBJECT, PURPOSES AND AIMS

3.1 A charitable trustee must always aim to achieve the charitable objectives and

ensure that resources are used only to achieve those objectives. In the case of

the Trust, the key object is to advance education for the public benefit by

establishing, maintaining, carrying on, managing and developing schools offering

a broad and balanced curriculum.

3.2 The Vision Statement seeks to encapsulate the core purposes and aims of the

Trust. Directors, Governors and Committee Members, should have due regard to

these purposes and aims, and to the object when conducting the business of the

Trust and considering the activities and proposed activities of the Trust.

3.3 The Company recognises its obligations to all those with whom it and/or the

academies have dealings, including students/pupils, employees, suppliers, other

educational institutions and the wider community and is committed to ensuring

that it conducts its business in accordance with the highest ethical standards as

set out in more detail in this Code.

4. DUTIES

4.1 Directors, Governors and Committee Members should act with the highest loyalty

to the Trust, act in good faith in its best interests. Each Director, Governor and

Committee Member should act honestly, diligently and independently. Their

actions should promote and protect the good reputation of the Company and

command the trust and confidence of those with whom it deals.

4.2 Decisions taken by Directors, Governors and Committee Members must not be

for any improper purpose or personal motive. Decisions taken must always be

for the benefit of the Trust, its students/pupils and staff and the wider

community. Accordingly, Directors, Governors and Committee Members must

not be bound in their speaking and voting by mandates given to them by other

bodies or persons (including but not limited to the bodies that elected them).


4.3 Directors and Governors should act reasonably and prudently to ensure that the

Trust or Academy remains solvent and that they monitor the current financial

position. They are responsible for the proper stewardship of public funds and

ensuring assets are protected and used only in the furtherance of the Trust’s

objectives. Activities which put the assets or reputation of the Trust or Academy

at undue risk should be avoided.

4.4 Directors and Committee Members should comply with the Standing Orders of

the Board and its committees to ensure that the business is conducted in an

orderly, fair, open and transparent manner. The Board must keep the Standing

Orders and committee terms of reference under periodic review.

4.5 Members, Directors, Governors and Committee Members should also have

regard to the distinction between governance and management, and recognise

the different, but complementary, responsibilities given to the senior staff of the

Trust and Headteachers of the academies. Whereas the Directors, Governors and

Committee Members decide strategic policy, overall direction and hold the senior

staff of the Trust and the Headteachers to account, the role of the senior staff of

the Trust and the Headteachers is to implement the Board’s decisions and to

manage the Trust’s day-to-day affairs within the budgets and framework fixed

by the Board and in accordance with the Scheme of Delegated Authority (SoDA).

4.6 The Articles of Association set out the eligibility criteria for the appointment of

Directors who have a duty to immediately notify the Company Secretary should

they no longer remain eligible to hold office.

4.7 Directors, Governors and Committee Members should refer to the Company

Secretary for procedural advice regarding governance functions and have regard

to the Company Secretary’s independent advisory role.

5. ACCOUNTABILITY

5.1 The Academies Financial Handbook sets out the duties and obligations of

Trusts which have a funding agreement with the Secretary of State for

Education. Directors, Governors and Committee Members are responsible for

observing the duties set out in the Financial Handbook and the Funding

Agreement. A summary of the key areas covered by the Financial

Handbook are set out in Appendix 2.

5.2 Although the Education Funding Agency (EFA) is the main provider of funds to

the Trust, Directors, Governors and Committee Members should note that they

are also responsible for the proper use of income derived from any other sources

and for the control and monitoring of expenditure of such income, in order to

meet the requirements of the relevant funding body and public audit.


5.3 The XXXXXXXX is Accounting Officer for the Trust and is personally responsible

to Parliament, through the Committee of Public Accounts. He is responsible for

the effective stewardship by the Trust of public funds in accordance with the law,

the Articles of Association and the Financial Handbook by ensuring regularity,

propriety and value for money.

6. PUBLIC SERVICE VALUES

6.1 Public service values and high standards of conduct, based on the principles set

out in Appendices 3 Nolan Principles and Six Core Principles of Good

Governance 4, together with a recognition that students/pupils and other users

of the Trust’s services come first, are a requirement of being Director, Governor

or Committee Member, and should underpin all decision-making.

7. SKILL, CARE AND DILIGENCE

7.1 Each Director, Governor and Committee Member should exercise such skill as he

or she possesses and such care and diligence as would be expected from a

reasonable person in the circumstances. They should be well informed about the

Trust or Academy and use their personal knowledge and experience to ensure

the Trust is well run and efficient. They should consider taking external

professional advice on any matters where there may be a material risk to the

Trust.

8. POWERS

8.1 Directors, Governors and Committee Members are responsible for taking

decisions which are within the powers set out in the Articles of Association, the

SoDA and terms of reference. This is particularly relevant when functions are

delegated to a LAB or committee. A summary of those powers is set out in

Appendix 5. The Board can delegate responsibilities to committees or LABs

although the Directors remain collectively responsible in law for all decisions.

8.2 If an individual thinks that the Board, the LAB or a committee is likely to exceed

its powers by taking a particular decision, he or she should immediately refer the

matter to the Company Secretary for advice.

9. CONFLICTS OF INTEREST AND CONFLICTS OF LOYALTY

9.1 Directors, Governors and Committee Members should seek to avoid putting

themselves in a position where there is an actual or potential conflict between

their personal interests and their duties to the Trust or where a conflict might be

seen to arise. They should not allow any conflict of interest or conflict of loyalty

to arise which might interfere with the exercise of their independent judgement.

Further guidance is provided in the Charity Commission publication – Conflicts of

Interest: A Guide for Charity Trustees.


9.2 Directors, Governors and Committee Members are reminded that under the

Articles of Association (Articles 97-98), charity and company law they have a

personal responsibility to disclose any direct or indirect financial or other interest

they have, or may have, in the supply of work to the Trust or the supply of

goods for the purposes of the Trust, or in any contract, or any other matter

relating to the Trust or a company academy.

9.3 If an interest of any kind (including an interest of a spouse, partner, close

relative or a person connected to a Director, Governor or Committee Member) is

likely or would, if publicly known, be perceived as being likely to interfere with

the exercise of an individual’s independent judgement, then:-

9.3.1 the interest, financial or otherwise, should be reported to the Company

Secretary or Clerk;

9.3.2 the nature and extent of the interest should be fully disclosed to the

Board, the LAB or Committee before the matter giving rise to the

interest is considered;

9.3.3 if the individual concerned is present at a meeting of the Board, LAB or

Committee, at which such supply, contract or other matter constituting

the interest is to be considered, he or she should:

(a) not take part in the consideration or vote on any question with

respect to it and shall not be counted in the quorum for that

meeting; and

(b) withdraw from that meeting where required to do so by a

majority of the Directors, Governors or Committee Members

present at the meeting.

9.4 The Company Secretary will maintain a Register of Interests which will be open

for public inspection. Directors, Governors and Committee Members must

disclose routinely to the Board or LAB, as appropriate, all business and personal

interests, financial or otherwise, which they, or a connected person, may have

and should inform the Company Secretary whenever their circumstances change

and interests are acquired or lost. The Conflicts of Interest Policy with a

Declaration of Interests Form is attached at Appendix 8

9.5 Academy Trusts must publish on their website the relevant business and

pecuniary interests of trustees/members.

10. TRUSTEE BENEFIT

10.1 Directors, Governors and Committee Members may not receive a benefit from

the Trust, directly or indirectly, unless the correct processes have been followed


and they have adequate legal authority to do so in accordance with the Articles

of Association.

10.2 Where it is proposed that the Board should grant a member a financial interest

(such as a contract for the supply of goods or services) the requirements of the

Charities Act 2011 and the Articles of Association must be fully observed. An

extract from the Articles of Association is attached at Appendix 6.

11. GIFTS AND HOSPITALITY

11.1 Directors, Governors and Committee Members must not receive gifts, hospitality

or benefits of any kind from a third party which might be in breach of the Bribery

Act 2010 and the Trust’s policy on gifts and hospitality or be seen to compromise

their personal judgement or integrity. Any offer or receipt of such gifts,

hospitality or benefits should immediately be reported to the Company

Secretary. The Expenses, Gifts and Hospitality policy is set out at

Appendix 7.

12. COLLECTIVE RESPONSIBILITY

12.1 The Board, LABs and committees operate by taking majority decisions in a

corporate manner at quorate meetings. Therefore, a decision, even when it is

not unanimous, is a decision taken by the Board, LAB or committee collectively

and each individual has a duty to stand by it, whether or not he or she was

present at the meeting when the decision was taken and whether or not he or

she voted for or against the proposal.

12.2 If a Director, Governor or Committee Member disagrees with a decision taken,

his or her first duty is to have any disagreement discussed and minuted. If the

individual strongly disagrees, he or she should consult the Chair and, if

necessary, then raise the matter with the Board, LAB or committee when it next

meets. If no meeting is scheduled, the individual may refer to the powers to call

a special meeting and, if appropriate, exercise it, requesting the Company

Secretary to circulate their comments in advance of the special meeting.

Alternatively, as a final resort, the individual may decide to offer his or her

resignation from office, after consulting the Chair.

13. OPENNESS AND CONFIDENTIALITY

13.1 Because of the Trust’s public accountability and the importance of conducting its

business openly and transparently, the Board, LAB and committees should

ensure that, as a general principle, students/pupils, staff and parents of the

Trust have free access to information about the proceedings of meetings.

Accordingly, agendas, minutes and other papers will normally be made available

for public inspection when they have been approved for publication by the Chair.


13.2 There will be occasions when the record of discussions and decisions will not be

made available for public inspection; for example, when named individuals,

sensitive issues or commercial transactions are considered. Such excluded items

will be circulated in confidence to relevant Directors, Governors and Committee

Members.

13.3 Some confidential items are likely to be of a sensitive nature for a certain period

of time only (for example information relating to a proposed commercial

transaction). Where possible, the Board, LAB or committee should specify how

long such items should be treated as confidential or, if this is not possible, such

items should be regularly reviewed to consider whether the confidential status

should be removed or whether the public interest in disclosure outweighs that

confidential status and the item made available for public inspection.

13.4 Staff and parent governors have no right of access to minutes dealing with

matters in respect of which they are required to withdraw from meetings under

the Trust’s Articles of Association and Standing Orders.

13.5 It is important that the Board, LABs and committees have full and frank

discussions in order to take decisions collectively. To do so, there must be trust

between those involved with a shared corporate responsibility for decisions.

Directors, Governors and Committee Members should keep confidential any

matter which, by reason of its nature, the Board, LAB or committee has agreed

should be dealt with on a confidential basis.

13.6 Directors, Governors and Committee Members should not make statements to

the press or media or at any public meeting relating to the proceedings of the

Board, LAB or committee without first having discussed the issue and sought

approval from the Chair of the Board of Directors or, in his or her absence, the

Vice Chair. It is unethical for individuals publicly to criticise, canvass or reveal

the views of other Directors, Governors and Committee Members which have

been expressed at meetings.

14. ATTENDANCE AT MEETINGS

14.1 A high level of attendance at meetings is expected so that Directors, Governors

and Committee Members can perform their functions properly.

Members are expected to notify the Company Secretary of any extended period

(of a month or more) when they will be absent and unable to fulfil their duties. A

sabbatical period may be approved by the Board, if appropriate.

15. EXPENSES

15.1 The role of Director, Governor or Committee Member is an unpaid voluntary role

and payment is subject to specific legal restrictions. However, the

reimbursement of out of pocket expenses incurred in connection with their duties


as a Director, Governor or Committee Member is allowed. The reimbursement of

expenses may be claimed in accordance with the Trust’s expenses policy,

provided those expenses are not being paid by any other party, such as an

employer. The Decision about whether or not to claim is left to the discretion of

individuals. Queries about expense claims should be discussed with the Company

Secretary or Clerk. The Expenses, Gift and Hospitality policy is set out in

Appendix 7.

16. GOVERNANCE DEVELOPMENT AND SUPPORT

16.1 The Trust shall seek to ensure that all Directors, Governors and Committee

Members are appointed on merit, in accordance with an open selection

procedure and are drawn widely from the community which the Trust serves so

as to be representative of that community. The Trust shall have regard to the

Articles of Association, the need to combat discrimination and to promote

equality, and the need to make available a range of necessary skills and

experience to ensure that the Trust carries out its functions properly.

16.2 Directors, Governors and Committee Members must obtain a thorough grounding

in their duties and responsibilities by participating in any induction workshops,

training programmes and refresher events.

16.3 Directors, Governors and Committee Members are invited to identify any training

or development needs and where additional support has been requested, the

Trust will take all reasonable steps to offer relevant training and support.

17. BREACHES OF THE CODE OF CONDUCT

17.1 If there is an alleged breach of this Code by any Director, Governor or

Committee Member, the Chair of the Board of Directors will consider the process,

determine whether a breach has taken place and propose appropriate action to

the Board. If the alleged breach involves the Chair, the Vice-Chair will deal with

the alleged breach.

17.2 A serious breach of the Code of Conduct may result in the removal of a Director,

Governor or Committee Member.

18. Data Protection

18.1 The information provided in disclosures will be processed in accordance with the

data protection principles set out in the Data Protection Act 1998. Data will be

processed only to ensure that directors act in the best interests of the Academy.

The information provided will not be used for any other purpose.

19. MONITORING AND REVIEW

19.1 This Code of Conduct will be monitored by the Board of Directors and reviewed

every four years.


SCHEDULE - List of source documents

1. the Trust’s Articles of Association;

2. the Standing Orders of the Board of Directors and its committees;

3. the Funding Agreement(s) entered into by the Trust with the EFA;

4. the Academies Financial Handbook;

5. the Trust’s Strategic Vision and Values;

6. the Trust’s policy on conflicts of Interests, expenses, gifts and hospitality;

7. the principles laid down by the Committee on Standards in Public Life (Nolan

Committee) and the Good Governance Standard for Public Services published

by the Independent Commission on Good Governance in Public Services

8. the Charity Commission guidance set out in The Essential Trustee: What you

Need to Know and in Conflicts of interest: A Guide for Charity Trustees

9. the information set out in the following Appendices.

APPENDIX 1 – Strategic Vision and Values

Strategic Vision and Values

The Trust’s Vision is reviewed annually by the Founder Members:

To provide exceptional education and training through the delivery of a holistic and vocational curriculum.

The Trust Values are:

1. Students are at the centre of everything we do – all decisions are considered in relation to the impact on

students.

2. We are determined and rigorous in our pursuit of educational excellence – we are individually and

collectively committed to making improvements for the benefit of students.

3. We strive to add value and are committed to supporting all members of the College community to achieve

beyond what might be expected

4. We have a culture that cares for the individual and promotes inclusivity, equality and mutual

respect – specialist support is available for all and diversity is embraced.

5. Honesty and integrity are central to our work – we are committed to being transparent, open and

trusting.

6. We work collaboratively and constructively as a team in order to best serve the local and wider

community – all stakeholders work together positively and professionally.

Richard Huish Trust

13

APPENDIX 2

Key provisions of the Academies Financial Handbook

The Trust is required to:

ensure that directors and managers have the skills, knowledge and

experience to run the Trust and exercise appropriate financial oversight

prepare financial plans so as to secure the Trust’s short-term and long-term

financial health including producing a balanced budget approved by the Board

of Directors

have in place a sound internal control framework and risk management

processes to ensure the regularity and propriety of financial transactions and

adequate assessment and management of risks

ensure directors and managers monitor the Trust’s current and forecast

financial position, regularly reviewing management accounts and checking

that public funds are spent prudently

show that public funds have been used appropriately by ensuring appropriate

conflict of interest, competitive tendering and value for money policies are in

place and that directors, governors, employees or connected parties do not

gain from their position by receiving payments under preferential terms

ensure appropriate accounting policies, audit arrangements and external

scrutiny to satisfy regulatory requirements and to provide openness and

transparency in relation to the use of public funds.

Richard Huish Trust

14

APPENDIX 3

The Seven Principles of Public Life

The following is an extract from the Second Report of the Nolan Committee on Standards

in Public Life, May 1996

SELFLESSNESS

Holders of public office should take decisions solely in terms of the public interest. They

should not do so in order to gain financial or other material benefits for themselves, their

family, or their friends.

INTEGRITY

Holders of public office should not place themselves under any financial or other

obligation to outside individuals or organisations that might influence them in the

performance of their official duties.

OBJECTIVITY

In carrying out public business, including making public appointments, awarding

contracts, or recommending individuals for rewards and benefits, holders of public office

should make choices on merit.

ACCOUNTABILITY

Holders of public office are accountable for their decisions and actions to the public and

must submit themselves to whatever scrutiny is appropriate to their office.

OPENNESS

Holders of public office should be as open as possible about all the decisions and actions

that they take. They should give reasons for their decisions and restrict information only

when the wider public interest clearly demands.

HONESTY

Holders of public office have a duty to declare any private interests relating to their

public duties and to take steps to resolve any conflicts arising in a way that protects the

public interest.

LEADERSHIP

Holders of public office should promote and support these principles by leadership and

example.

Richard Huish Trust

15

APPENDIX 4

Six Core Principles of Good Governance

The following is an extract from the Good Governance Standard for Public Services

published by the Independent Commission on Good Governance in Public Services,

January 2005

1. Good governance means focusing on the organisation’s purposes and on

outcomes for citizens and service users

1.1 Being clear about the organisation’s purposes and its intended outcomes for

citizens and service users;

1.2 Making sure that users receive a high quality service;

1.3 Making sure that taxpayers receive value for money.

2. Good governance means performing effectively in clearly defined

functions and roles

2.1 Being clear about the functions of the governing body;

2.2 Being clear about the responsibilities of the non-executives and the executive,

and making sure that those responsibilities are carried out;

2.3 Being clear about relationships between the governors and the public.

3. Good governance means promoting values for the whole organisation

and demonstrating the values of good governance through behaviour

3.1 Putting organisational values into practice;

3.2 Individual governors behaving in ways that uphold and exemplify effective

governance.

4. Good Governance means taking informed, transparent decisions and

managing risk

4.1 Being rigorous and transparent about how decisions are taken;

4.2 Having and using good quality information, advice and support;

4.3 Making sure that an effective risk management systems is in operation.

Richard Huish Trust

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5. Good governance means developing the capacity and capability of the

governing body to be effective

5.1 Making sure that appointed and elected governors have the skills, knowledge

and experience they need to perform well;

5.2 Developing the capability of people with governance responsibilities and

evaluating their performance, as individuals and as a group;

5.3 Striking a balance, in the membership of the governing body, between continuity

and renewal.

6. Good governance means engaging stakeholders and making

accountability real

6.1 Understanding formal and informal accountability relationships;

6.2 Taking an active and planned approach to dialogue with accountability to the

public;

6.3 Taking an active and planned approach to responsibility to staff;

6.4 Engaging effectively with institutional stakeholders.

Richard Huish Trust

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APPENDIX 5

Summary of Main Powers of the Local Advisory Body as set out in the Scheme of

Delegated Authority (SoDA)

The SoDA delegates responsibility to the LAB for a range of functions. To reflect

the differing levels of support and earned autonomy, company academies are divided into two levels. Level 1 academies will have greater responsibility and autonomy.

The main powers of the LAB include:

organising the work of the LAB and electing the Vice-Chair

establishing sub-committees with clear terms of reference and responsibilities

entering into contracts and committing to expenditure within specified

financial limits

developing and proposing the annual budget for approval by the Board of

Directors

planning, managing and expending funds in accordance with the annual budget set by the Board of Directors

ensuring that proper financial procedures and risk management strategies are in place and that the requirements of the Academies Financial Handbook and

any other relevant regulations are observed at all times

providing data and information to the Board as often and in such format as required by the Directors

managing any non-grant funds or restricted funds raised by the LAB for the purposes for which they were intended

ensuring the routine maintenance of buildings and facilities with due regard to health and safety considerations

notifying the Board of Directors of any occurrence of an event in respect of which insurance has been obtained

taking part in the Principal/Headteacher selection and appointment process

and working with the Board in relation to the annual performance review, pay and progression of this post

selecting and appointing the Deputy Headteacher and other teaching and non-teaching staff

implementing disciplinary and capability procedures for staff

setting and reviewing the curriculum, taking account of the views of the Board of Directors

monitoring and reviewing the quality and standards of the Academy and pupil achievement

reviewing the admissions policy and recommending any changes for approval

by the Board of Directors

implementing appropriate safeguarding policies and procedures and notifying

the Chair of the Board of Directors of any serious safeguarding issues.

Richard Huish Trust

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APPENDIX 6

Extract from the Articles of Association concerning trustee benefits 6.6 No Director may:

(a) buy any goods or services from the Company; (b) sell goods, services, or any interest in land to the Company; (c) be employed by, or receive any remuneration from the Company (other than the Chief Executive Officer whose employment and/or remuneration is subject to Article 6.8); (d) receive any other financial benefit from the Company unless:

(i) the payment is permitted by Article 6.7 and the Directors follow the procedure and observe the conditions set out in Article 6.8; or (ii) the Directors obtain the prior written approval of the Charity Commission and fully comply with any procedures it prescribes.

6.7 Subject to Article 6.8, a Director may:

(a) receive a benefit from the Company in the capacity of a beneficiary of the Company. (b) be employed by the Company or enter into a contract for the supply of goods or services to the Company, other than for acting as a Director. (c) receive interest on money lent to the Company at a reasonable and proper rate not exceeding 2% per annum below the base rate of a clearing bank to be selected by the Directors, or 0.5%, whichever is the higher. (d) receive rent for premises let by the Director to the Company if the amount of the rent and the other terms of the lease are reasonable and proper.

6.8 The Company and its Directors may only rely upon the authority provided by Article 6.7 if each of the following conditions is satisfied:

(a) the remuneration or other sums paid to the Director do not exceed an amount that is reasonable in all the circumstances. (b) the Director is absent from the part of any meeting at which there is discussion of:

(i) his or her employment, remuneration, or any matter concerning the contract, payment or benefit; or (ii) his or her performance in the employment, or his or her performance of the contract; or (iii) any proposal to enter into any other contract or arrangement with him or her or to confer any benefit upon him or her that would be permitted under Article 6.7; or (iv) any other matter relating to a payment or any benefit permitted by Article 6.7.

(c) the Director does not vote on any such matter and is not to be counted when calculating whether a quorum of Directors is present at the meeting. (d) save in relation to employing or contracting with the Chief Executive Officer the other Directors are satisfied that it is in the interests of the Company to employ or to contract with that Director rather than with someone who is not a Director. In reaching that decision the Directors must balance the advantage of employing a Director against the disadvantage of doing so (especially the loss of the Director’s services as a result of dealing with the Director’s conflict of interest). (e) the reason for their decision is recorded by the Directors in the minute book.

(f) a majority of the Directors then in office have received no such payments or benefit.

Richard Huish Trust

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APPENDIX 7

Expenses, Gifts and Hospitality Policy 1. Introduction

1.1 This policy advises Directors, Governors and Committee Members on the

Expenses, Gifts and Hospitality Policy.

2. Policy Aims and Objectives

2.1 To provide a comprehensive policy in relation to expenses, gifts and

hospitality for Members. Although this policy should be read in conjunction

with the documents highlighted at paragraph 8, it was considered useful to

have both areas identified in one place for ease of reference. The key

objective of the guidance issued is to ensure high quality and effective

governance.

3. Expenses

3.1Directors, Governors and Committee Members may claim reimbursement of expenses for the following activities, provided those expenses are not being

paid by any other party (such as an employer). Claims for any other expenses or queries about allowances should be discussed with the Clerk.

3.2 Once the expenditure has been verified the Clerk or Chair will authorise

the form.

3.3 No Member may authorise their own expenses claim

4. Allowances

4.1 Travel Authorised travel expenses to and from meetings, training events or other

Trust business may be claimed. The mileage rate for the use of private vehicles will be paid at the rate of 40p/mile for travel by car for the first 10,000 miles (April to March), then 25p per mile over 10,000 miles, 24p per

mile for motorcycles; 20p per mile for use of own bicycle. Alternatively, if travelling by another method of transport, e.g. bus or second class train,

and for car parking a receipt will be required.

4.2 Subsistence

Where Directors, Governors or Committee Members are required to attend events at locations other than Trust premises the payment of overnight

accommodation and other subsistence allowances may be claimed for actual expenditure incurred up to the maximum limits, currently:

Richard Huish Trust

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Bed and Breakfast, depending on location £90 Lunch £8.50

Tea (if travelling after 6pm) £5.00 Dinner (if staying overnight or travelling after 8.00pm) £15.00

It is a Trust Policy not to reimburse for the purchase of alcoholic beverages.

4.3 Training Events With prior approval, the Trust may meet the costs of approved training courses and conferences attended by Directors, Governors and Committee

Members.

4.4 Childcare and Dependant Relatives The cost of engaging a non-family member to care for a child or

dependant relative may be claimed for periods of absence on Trust business.

4.5 Administration Reasonable expenditure on postage, telephone calls, broadband,

stationery, photocopying and similar expenses incurred in relation to Trust business will be reimbursed.

4.6 Additional Costs Any reasonable additional costs incurred due to a disability or health

condition may be reimbursed. 5. Claims

Claims for expenses must be made on an expense claim form and supported by

appropriate invoices and receipts. Forms are available from the Clerk and should be submitted to the Clerk after completion.

6. Reporting

An annual report will be submitted to the Board of Directors on the total expended to Directors, Governors and Committee Members under these arrangements.

7. Gifts and Hospitality

7.1 As a general rule, personal gifts to individual Directors, Governors,

Committee Members or staff should not be accepted.

7.2 There are limited exceptions to this such as items of nominal value (free

promotional pens, calendars and similar items) or gifts of £25 or less.

8. Hospitality

8.1 Directors, Governors, Committee Members and staff should never accept

lavish hospitality, or any hospitality which could be interpreted as a way of

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exerting an improper influence over the way they carry out their duties.

The timing of hospitality in relation to procurement or purchasing decisions

which the Trust may be taking is especially sensitive.

8.2 This policy is not intended to prohibit appropriate corporate

entertainment and/or hospitality undertaken in connection with the

Trust’s business activities, provided the activity is customary under the

circumstances, is proportionate, and is properly disclosed and recorded.

8.3 Directors, Governors, Committee Members and staff may accept

isolated, trivial or seasonal gifts, working lunches/dinner and offers of

conventional hospitality provided that they are considered reasonable in

the circumstances and that they do not exceed a cash value of £50.00,

without making any declaration or obtaining prior consent.

8.4 Other hospitality may be accepted, with prior consent of the Chairman,

for instance where:

There is a genuine need to impart information or represent the Trust in

the community.

Where an event is clearly part of the life of the community or where the

Trust should be seen to be represented.

The hospitality concerns attendance at a relevant conference or course

where it is clear the hospitality is corporate rather than personal.

8.5 All hospitality must be recorded (whether accepted or declined) on the

Gifts & Hospitality Register form, with the exception of modest

hospitality as in paragraph 8.3. This will then be recorded in the

Register by the Clerk to the Trust.

8.6 Directors, Governors, Committee Members and staff must never accept

gifts for either doing or not doing something, including where there is a

risk that accepting a gift could be reasonably perceived as influencing

the impartiality of decision making.

8.7 Directors, Governors, Committee Members and staff must never accept

gifts of cash.

8.8 The Chair of the Board of Directors should also be notified as soon as

practicably possible of any individual gift or hospitality of significant

value (eg. exceeding £250).

8.9 Entries in the Register will be reviewed annually by the Chair of the

Board of Directors.

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9. In accepting any gift or hospitality, Directors, Governors and Committee

Members should be mindful of the Bribery Act 2011.

10. The Register of declarations will be maintained by the Trust’s Clerk and

made available for inspection on request.

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APPENDIX 8

Policy Name Conflicts of Interest Policy

Members of the Richard Huish Trust

Issue Date: 19/05/2015

Effective Date: 19/05/2015

Date of next Review: May 2016

Policy Author: Xanne Blythe

Approved by: Richard Huish Trust

Purposes of the policy

Directors of a charitable company limited by guarantee have two sets of similar,

and largely overlapping, duties to avoid conflicts of interest. The first duty

comes from the charity law duty imposed on the directors by virtue of their

position as charity law trustees. The second duty comes from company law and

is imposed on directors by virtue of their position as company law directors.

Directors have a legal obligation to act in the best interests of the Trust and in

accordance with the Trust’s articles of association (its governing document) and

to avoid situations where there is an actual conflict of interests or a potential

conflict of interests where it is reasonably perceived that an actual conflict could

emerge.

Articles 97-98 of the articles of association impose on the directors an obligation

to disclose any actual or potential conflicts of interest and withdraw from

discussions of the directors where it is possible that a conflict of interests may

arise.

The charity law duty is derived from common law whereas the company law duty

can be found in the Companies Act 2006.

Building on these duties imposed by law, it is the policy of the Trust that all

directors and senior staff attending meetings/or committee meetings must keep

to the absolute minimum all unavoidable conflicts of interest between the

interests of the Trust/Academy on the one hand and the personal, professional

and business interests of the director or senior staff member concerned, and of

persons connected with them1, on the other. This includes avoiding as far as

possible perceptions of conflicts of interest, as well as potential and actual

conflicts of interest.

The purposes of this policy are:

1 For the definition of a connected person see Charities Act 2011, s.188.

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(1) to ensure that the directors comply with their legal duties;

(2) to protect the integrity of the Trust’s decision-making process;

(3) to enable all outside parties dealing with the Trust/Academy to have confidence in the its integrity; and

(4) to protect the integrity and reputations of the Trust’s directors and senior

staff.

Definition of a Connected Person1 – Charities Act 2011, s.188

(a) a child, parent, grandchild, grandparent, brother or sister of the trustee;

(b) the spouse or civil partner, of the trustee, or any person falling within

paragraph (a);

(c) a person carrying on business in partnership with the trustee, or with any

person falling within paragraph (a) or (b);

(d) An institution which is controlled:

(i) by the trustee or by any person falling within paragraph (a), (b) or (c),

or;

(ii) by two or more persons falling between sub-paragraph (i) when taken

together,

(e) A body corporate in which,

(i) the trustee or any connected person falling within paragraphs (a) to

(c), has a substantial interest, or

(ii) two or more persons falling within sub-paragraph (i),when taken

together have a substantial interest.

Conflict of interests

A conflict of interests is any situation in which a director’s personal interests (or a

person connected to a director), or interests that they owe to another body, may

(or may appear to) influence or affect the director’s decision making.

Disclosure of interests

From the adoption of this policy, or upon being appointed, which ever is later, all

directors of the Trust [and senior staff] will be required to make a full written

disclosure of any business or personal relationships held, financial or property

interests held, or gifts or hospitality received, that could potentially result in a

conflict of interests. A declaration of interests form is provided and must be used

for this purpose. Any question about whether a director has an interest which

should be disclosed should be referred in the first instance to the Chair for a

determination.

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Written disclosures will be kept on a register maintained by the Clerk and all

directors and senior staff will be required to update their disclosure as and when

their circumstances change. All disclosures will be reviewed on an annual basis

at the beginning of each fiscal year. The register will be accessible by directors

and the internal and external auditors.

Organisation of meetings where a director has disclosed an interest

Where a director has previously disclosed an interest and the Chair or Clerk is

satisfied that the interest is relevant to an item on the agenda for a meeting of

the Trust including Committee meetings, the director concerned may not be sent

the papers in respect of that item.

Management of conflicts of interests in meetings

This section of the policy should be read in conjunction with Articles 97-98 of the

Trust’s Articles of Association.

In the course of meetings of the Trust or a Trust committee and all other

activities, all directors and staff will be required to disclose any interests they

have in a transaction or decision where they, their family, their employer or their

close business or other associates will or may receive a benefit or gain [or they

have any other interest of a type identified by the Trust]. If there is a failure to

declare an interest that is known to the Chair and/or the Chair of the committee

or of any such meeting/person responsible for organising such activities and/or

the Secretary, the Chair or other such person or the Secretary will declare that

interest. After disclosure of any such interest, in the case of a meeting the

director and/or senior staff member concerned will be asked to leave the room

(unless expressly invited to remain, possibly in order to provide information on

the matter in hand) whilst the matter is discussed. The director will not be

counted in the quorum for that part of the meeting and will not be permitted to

vote on the question. In the case of all other activities, the director or staff

member concerned will not be permitted to participate in the consideration or

discussion of the matter other than to disclose his or her conflict of interest.

All decisions of the Trust or committee made following the declaration of a

conflict of interest will be reported in the minutes of the meeting. The report will

record:

(5) the nature and extent of the conflict;

(6) an outline of the discussion;

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(7) the actions taken to manage the conflict.

Where a director or senior staff member benefits from any such decision, this will

(if the Trust’s auditors advise this to be necessary) be reported in the annual

report and accounts in accordance with relevant accounting requirements.

Failure to disclose a relevant interest

The decision of the Chair as to whether a director has failed to disclose a relevant

interest shall be final. Failure to disclose a conflicting interest may lead to a

director being in breach of the Trust’s Code of Conduct as well as of this policy. It

may also result in the director being subject to legal action and personal liability

for breach of trust and breach of statutory duty under the Companies Act 2006.

Such breaches may lead to the Trust considering the possibility of suspending or

removing the director from office. Such breaches by a senior member of staff

may lead to disciplinary action being taken under the institution’s staff

disciplinary procedures.

Benefits for directors

It is a basic principle of charity law that charity trustees, such as Trust directors,

should not profit from their position, although trustees are entitled to be

reimbursed for reasonable expenses properly incurred in undertaking the

business of the charity. This is reflected in Article 6.5 of the Trust’s Articles of

Association. The Trust has approved a policy on reimbursing members’ expenses

and members must comply with this. In addition, Article 6.3 of the Articles of

Association allows the Trust to insure directors against liabilities arising from

their office.

The Charities Act 2011 provides a detailed process whereby, exceptionally,

charity trustees or persons connected to them may be allowed to receive

payment from the funds of the charity for goods or services provided by them to

the charity under a contract for services. This procedure is reflected in Articles

6.7-6.9 of the Trust’s Articles of Association, which must be followed if a director

wishes to receive such a payment for him/herself or a connected person.

Charity trustees are not allowed to receive remuneration simply for undertaking

their duties as a trustee without the consent of the Charity Commission. This is

only granted in exceptional circumstances. 2 Similarly, charity trustees are not

2 See the Charity Commission’s guidance Payment and expenses of college governors:

http://www.charitycommission.gov.uk/detailed-guidance/specialist-guidance/schools,-colleges-and-universities/payment-and-expenses-for-college-governors/ Legal advice should be obtained before submitting an application to the Commission.

http://www.charitycommission.gov.uk/detailed-guidance/specialist-guidance/schools,-colleges-and-universities/payment-and-expenses-for-college-governors/http://www.charitycommission.gov.uk/detailed-guidance/specialist-guidance/schools,-colleges-and-universities/payment-and-expenses-for-college-governors/

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allowed to be employed by the charity under a contract of service save where

allowed by the charity’s governing document (as is the case with the Principal

and staff governors), or by law, or with the consent of the Charity Commission,

which is only granted in exceptional circumstances.

Data Protection

The information provided in disclosures will be processed in accordance with the

data protection principles set out in the Data Protection Act 1998. Data will be

processed only to ensure that directors act in the best interests of the Academy.

The information provided will not be used for any other purpose.

Review of this policy

This conflicts of interest policy will be reviewed by the Trust on an annual basis,

at its first meeting in the academic year, or more frequently should

circumstances change.

Declaration of Interests Form

I ............................................... as [director][senior staff position held] of

[Richard Huish Trust] have set out below my interests* in accordance with the Trust’s

conflicts of interest policy.

Category *Please give details of the interest and

whether it applies to yourself or, where

appropriate, a connected person as defined

by the Charities Act 2011 or the Companies

Act 2006 such as a member of your

immediate family, employer or some other

close personal connection.

Current employment and any previous

employment in which you continue to

have a financial interest.

Appointments (voluntary or otherwise)

e.g. trusteeships, directorships, local

authority memberships, magistracy,

tribunals etc.

Membership of any professional bodies,

special interest groups or mutual support

organisations.

Companies in which you hold more than

1% of the share capital.

Gifts or hospitality in excess of £[50]

accepted from [insert category of donor if

prescribed by RH Trust policy on

acceptance of gifts and hospitality] in the

last twelve months.

Any contractual relationship with the

Trust/Academy [or any company or other

organisation connected with the

Trust/Academy].

Any other interests which you consider

are appropriate to disclose and are not

covered by the above.

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Any other matter (e.g. an unspent

criminal conviction or an act of

bankruptcy) which would make you

ineligible to serve as a director/ continue

to serve as a director.

To the best of my knowledge, the above information is complete and correct. I

undertake to update as necessary the information provided, and to review the accuracy

of the information on an annual basis. I give my consent for it to be used for the

purposes described in the conflicts of interest policy and for no other purpose.

Academy Trusts must publish on their website the relevant business and pecuniary

interests of trustees/members.

Signed: .....................................................

Position (Director/ Senior Staff position): .....................................................

Date:.....................................................

Please return to the Clerk at

Richard Huish Trust South Road Taunton

Somerset TA1 3DZ

Alternatively communications may be sent electronically to: [email protected]
mailto:[email protected]

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